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U.S. Securities and Exchange Commission


Division of Corporation Finance
No-Action, Interpretive and Exemptive Letters

Important Note:  This page contains Division of Corporation Finance
no-action, interpretive and exemptive letters dated after January 15, 2002. You may submit a request for copies of Division of Corporation Finance no-action, interpretive and exemptive letters issued before that date. Selected letters issued before January 15, 2002 may appear in other locations on this website.

Please also note that shareholder proposal no-action letters issued under Exchange Act Rule 14a-8 are located here.


  * Subject Categories
  * Subject Category List of No-Action Letters
  * Alphabetical List of No-Action Letters
  * Chronological List of No-Action Letters

Subject Categories

Dodd-Frank Wall Street Reform and Consumer Protection Act

Regulation AB

Regulation S-K

Regulation S-T

Securities Act of 1933

Securities Exchange Act of 1934

Trust Indenture Act of 1939

United States Bankruptcy Code

Other — Alaska Native Claims Settlement Act

Other — Municipal Auction Rate Securities

Subject Category List of No-Action Letters

Dodd-Frank Wall Street Reform and Consumer Protection Act

Rule 15Ga-1

Regulation AB

Item 1101

Item 1120

Regulation S-K

Item 201

Item 601

Regulation S-T

Rule 405

Securities Act of 1933

Section 2(a)(1) - Definition of a security

Section 2(a)(3) - Definition of offer or sale of a security

Section 3(a)(2)

Section 3(a)(4)

Section 3(a)(5)

Section 3(a)(9) - Exemption for exchanges between issuer and existing security holders

Section 3(a)(10) - Exemption for exchanges after a fairness hearing

Section 3(b) - Rules 262 and 505 Disqualification

Section 4(1) - Transactions by a person other than an issuer, underwriter, or dealer

Section 4(3) - Transactions by a dealer

Section 5 - Registration of offers and sales of securities

Section 18

Rule 144 - Resales of restricted securities

Rule 144A - Resales of restricted securities to qualified institutions

Rule 145 - Reclassifications of securities, mergers, consolidations and acquisitions

Rule 701 - Exemption for certain employee benefit plans or compensation arrangements

Regulation C - Registration

Rule 405 - Determination regarding ineligible issuer status

Rule 411 - Incorporation by reference

Rule 414 - Registration by certain successor issuers

Regulation D - Rule 501(a)

Regulation D - Rule 502

Regulation D – Rule 506(d) Waivers of Disqualification

Regulation S - Offers and sales made outside the United States

Form F-3

Form F-10

Form S-3

Form S-8

Schedule B - Foreign Government registration statement

Securities Exchange Act of 1934

Section 12 - Registration requirements for a class of securities

Sections 12(g) and 12(h) - Relief from reporting

Rule 12g-3 - Successor issuers

Rule 12g3-2(b) - Exemptions for American depositary receipts and certain foreign securities

Rule 12h-1 - Exemptions from registration under Section 12(g) of the Act

Rule 12h-3 - Suspension of duty to file reports under Section 15(d)

Rule 12h-6

Section 13 - Periodic and other reports

Section 13(k) - Prohibition on Personal Loans to Executives

Regulation 13D-G - Beneficial Ownership Reports

Rules 13a-14 and 15d-14 - Certification of disclosure in annual and quarterly reports

Rule 13e-3 - Going Private Transactions

Rule 13e-4 - Issuer Tender Offers

Section 14 - Proxy and tender offer rules

Proxy solicitations
Tender offers
Third-party tender offers
Domestic
Cross-border

Rule 14b-1

Rule 14b-2

Rule 14e-5 - Purchases Outside a Tender Offer

Section 15(d)

Section 16 - Directors, officers and principal stockholders

Rule 17a-1 - Keep and Preserve Paper Copies

Regulation Blackout Trading Restriction

Trust Indenture Act of 1939

Exemptive Orders

United States Bankruptcy Code

Other — Alaska Native Claims Settlement Act

Other — Municipal Auction Rate Securities

Alphabetical List of No-Action Letters
Chronological List of No-Action Letters

http://www.sec.gov/divisions/corpfin/cf-noaction.shtml


Modified: 10/16/2014